Raghava Estates & Properties Ltd Directors Report

Dear Shareholders,

We are delighted to present before you the Twenty Ninth Annual Report on business and operations along with the Audited financial statements and the Auditors Report of your company for the financial year ended March 31,2017.

I.Financial Highlights:

(Rs in Lakhs)

Particulars	March 31,2017	March 31,2016
Total Revenues	1310.50	1097.37
Expenses before Interest & Depreciation	1401.14	1049.27
Interest	35.01	33.04
Depreciation & Amortisation	12.83	13.00
Total Expenditure	1448.99	1095.31
Profit/(Loss) before tax	(138.49)	2.06
Provision for taxes	0.00	(2.78)
Profit after Tax	(138.11)	(0.72)

During the year, your company had total income of y 1310.50 Lakhs against 1097.37 Lakhs of previous year. Company had a Net Loss of 138.11 lakhs as against Net profit of 0.72 Lakhs of previous year.

2. DIVIDEND:

In view of the working capital requirements for the on going & forth coming projects, the board has not recommended any dividend.

3. FUTURE PROSPECTS:

Your company views the future with optimism, as the demand for Housing is growing day by day and keeping in view the demand the management is anticipating good increase in turnover during the forthcoming years.

4. RESERVES:

During the year the Company has not transferred any amounts to General Reserves or any other reserves.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the company.

6. CHANGE IN SHARE CAPITAL

The Authorised Share Capital of the Company as on date of Balance Sheet is y 55,000,000/- divided into 5500000 equity shares of 10/- each

The paid up share capital of the company as on date of balance sheet is 30,192,000/- divided into 3019200 equity shares of 10/- each.

During the year under review, there is no increase in Authorised share capital and no allotment of shares.

7. MATERIAL CHANGES:

There are no material changes during the year under review that effect the financial position of the company.

8. FIXED DEPOSITS

The Company has received advances from several customers to the tune of Rs.972.81 lakhs of which an amount of Rs.686.40 Lakhs were outstanding for a period of more than 365 days as on 31^st March 2017. To such extent the company has not complied with the provisions of Sections 73 to 76 of Companies Act, 2013 and Clause 2 (xii)(a) of the Companies (Acceptances of Deposits) Rules,

2014 with regard to the advances received.

9. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company doesnt have any subsidiary or Joint Ventures or Associate Company and it is not a subsidiary or Joint Venture or Associate to any other Company.

10. AUDITORS:

Statutory

M/s Suresh & Babu, Chartered Accountants, Firm Regd. No.004254S, was appointed as Statutory Auditors of the Company at 26^th Annual General Meeting of the Company held on 30^th September 2014 to hold office until the conclusion of the Annual General meeting of the Company to be held in the year 2018 subject to the ratification of the members at every Annual General Meeting.

In view of the above, necessary resolution has been proposed at the 29^th Annual General meeting ratifying the appointment of M/s. Suresh & Babu, Chartered Accountants as the Statutory Auditors of the Company from the conclusion of the 29^th Annual General meeting of the Company until the conclusion of the next Annual General Meeting of the Company.

Secretarial Auditor

Smt.Durga Bhavani Agarwal, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the company for the fiscal year 2017, as required under section 204 of the companies Act, 2013 and Rules thereunder. The Secretarial Audit report for fiscal year 2016 forms part of the Annual Report as Annexure - I to the Board Report. The Secretarial Audit Report contains qualification, reservation and adverse remark.

Auditors Certificate on Corporate Governance.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors Certificate on Corporate Governance is enclosed as Annexure - IV to the Boards Report. The auditor certificate for fiscal 2016 does not contain any qualification, reservation or adverse remarks.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE DEALING, RULE 8(3):

A) Conservation of energy

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy; NIL

iii) The capital investment on energy conservation equipments; NIL

B) Technology absorption

i) The efforts made towards technology absorption: NIL

ii) The benefits derived like product improvement, cost reduction, product development or import substitution

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

iv) The details of technology imported : NIL

v) The year of import: NA

vi) Whether the technology been fully absorbed: NA

vii) If not fully absorbed areas where absorption has not taken place, and the reasons thereof; and: NIL

viii) The expenditure incurred on Research and Development: NIL

C) Foreign exchange earnings and outgo

The Foreign exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflow: NIL

12. ANNUAL RETURN

Full Extracts of Annual Return in Form No. MGT-9 is enclosed as Annexure-II

13. DIRECTORS

Changes in Directors and Key Managerial Personnel

During the year under review, Sri Kilaru Harishchandra Prasad has resigned to his position as Director of the company w.e.f 01^st February 2017.

14. MEETINGS OF THE BOARD OF DIRECTORS:

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

16. BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.

17. AUDIT COMMITTEE

The details pertaining to composition of audit committee is included in the Corporate Governance Report, which forms part of this report.

18. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, your company has not given loan or Guarantee or investments under section 186 of Companies Act 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, your company has not given or entered into any contracts or arrangements with the related parties.

20. PARTIULARS OF REMUNERATION TO DIRECTORS / KMP / EMPLOYEES:

No employees were covered under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. DECLARATION OF INDEPENDENT DIRECTORS:

The Directors of the Company have given the Declaration pursuant to the provisions of Section 149 of the Companies Act, 2013.

22. WHISTLE BLOWER POLICY:

The company has a Whistle Blower policy to report genuine conferences or grievances. The Company promotes a favorable environment for employees to have an open access to the audit committee, Functional heads and Managing director so as to ensure ethical and fair conduct of the business of the company.

23. NOMINATION AND REMUNERATION POLICY:

The Board of directors has framed a policy which lays down the frame work in relation to rumination to Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report.

24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year:

a) No. of Complaints Received	: NIL
b) No. of Complaints Disposed off	: NIL

27. IMPLEMENTATION OF RISK POLICY:

Pursuant to Clause 49 of the listing Agreement, the Company has framed a Risk Management Policy. This policy framework enables the company to identify and evaluate risks and opportunities.

This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Companies competitive advantage.

28. CORPORATE SOCIAL RESPONSIBLY:

Your company is not falling under the CSR criteria, Corporate social responsibility is not applicable.

29. OPTION TO ALL THE DIRECTORS TO PARTICIPATE IN VIDEO CONFERENCE.

Pursuant to Section 173(2) of the Companies Act, 2013, Company can hold Board Meeting through Video Conferencing. Ministry of Corporate Affairs also released a notification in this regard. These new rules enable the Directors sitting at place other than the venue decided by the Board of Directors to participate in the Meeting through Video Conferencing. Board of Directors has given option to all the Directors of the company, if interested, to participate in the Board Meeting through Video Conferencing by giving advance intimation to the Board.

30. Replies to Auditors Qualification in Audit Report:

In reply to the observation by the Auditor in point No.(v) of annexure to the Audit Report, we hereby inform the Board of Director and members of the company that, company has already paid an amount of Rs.220.60 Lakhs out of Rs.686.40 Lakhs. As on Report date, an amount of Rs.465.80 Lakhs is still due which can be re-paid in next few months.

In reply to the observation by the Auditor in point No.(viii) of annexure to the Audit Report, we hereby inform the Board of Director and members of the company that, the Management is trying to clear the outstanding dues and will clear in next few months.

31. Replies to Auditors Qualification in Secretarial Audit Report:

In reply to the observation by the Auditor in point No.(vii)(d) of Audit Report, we hereby inform the Board of Director and members of the company that, company has already paid an amount of Rs.220.60 Lakhs out of Rs.686.40 Lakhs. As on Report date, an amount of Rs.465.80 Lakh is still due which will be re-paid in next few months. Further the Management is trying the clear the dues of Andhra Pradesh State Financial Corporation in next few months.

In reply to other qualifications in Audit Report, Board has noted the requirements and assure to comply the same.

32. DISCLOSURE ON RELATED PARTY TRANSACTION:

All Related Party Transactions are entered on Arms Length basis and are in compliance of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All Related Party Transactions are presented to the Audit Committee and the Board. Ombinus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details mentioned in the Notes to accounts

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 5 in Form AOC2 to this report.

Related Party Transaction (RPT) Details for the year 2016-2017 RPT Names:

Name & Address	Position Held	Relationship
1) R P Villas Private Limited	Associate Company	Associate Company
2) RPT Constructions Private Limited	Associate Company	Associate Company
3) REL Builders Private Limited	Associate Company	Associate Company
4) REL Housing Development Pvt Ltd	Associate Company	Associate Company
5) Lingam Ravindra Rao	Managing Director	KMP
6) Lingam Tulasi Prasad	Whole Time Director	KMP
7) K Harischandra Prasad	Director	KMP
8) T Sri Rambabu	Director	KMP
9) Kanuru Koteswara Rao	Director	KMP
10) Ch Anjaneyulu	Director	KMP
11) Lingam Poorvaja	Director	KMP
12) Sridhar babu Nagala	Whole Time Director	KMP
13) Sudhakar Rao Puvvada	Director	KMP

KMP" Key Managerial Personal

RPT Transactions

(A)

Name of the Related Party	Sales of material directly or through appointed sole selling agent (Amount in Rs.)	Purchase of material directly or through appointed sole selling agent (Amount in Rs.)	Supply of material directly or through appointed sole selling agent (Amount in Rs.)
Lingam Ravindra Rao	Nil	Nil	Nil
Lingam Tulasi Prasad	Nil	Nil	Nil
Total	Nil	Nil	Nil

(B)

Name of the Related Party	Sel li ng/disposi ng of propery of any kindly directly or through appointed sole selling agent (Amount in Rs.)	Purchase of property of any kindly directly or through appointed sole selling agent (Amount in Rs.)	Leasing of Property (Amount in Rs.)
Lingam Ravindra Rao	Nil	Nil	Nil
Lingam Tulasi Prasad	Nil	Nil	Nil
Total	Nil	Nil	Nil

(C)

Name of the Related Party	Loan Given (Amount in Rs)	Loan taken (Amount in Rs.)	Remuneration (Amount in Rs)
Lingam Ravindra Rao	Nil	Nil	12,00,000/-
Lingam Tulasi Prasad	Nil	Nil	12,00,000/-
Nagalla Sirdhar Babu	Nil	Nil	9,00,000/-
Total	Nil	Nil	33,00,000/-

(D)

Name of the Related Party	Appointment to any office of profit or its subsidiary company or associate company (Amount in Rs.)
Total	Nil

33. CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement on corporate Governance, the company has complied with Corporate Governance requirements under Companies Act, 2013 and as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under the Listing Agreement, along with a certificate from the auditors confirming the compliance, forms part of this Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure - III to this Report.

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The relationships with employee have been fairly cordial.

36. BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Regulations) mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 100 listed entities based on market capitalization with the regulations. As our Organization is not covered in the Ist phase of top 100 listed companies, Business Responsibility Report is not applicable to company.

37. DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprise mandatory accounting standards as prescribed under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed accounting standards in the adoption of these standards.

The Directors confirm that:

• In Preparation of the Annual accounts for the financial year ended March 31,2017, the applicable accounting standards have been followed.

• They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

• They have taken proper and sufficient care towards maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

• They have prepared the annual accounts on a going concern basis.

• They have laid down internal financial controls, which are adequate and are operating effectively.

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

38. GREEN INITIATIVES

As in the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Electronic copies of the Annual Report 2017 and notice of the 29^th Annual General Meeting are sent to al members whose email addresses are registered with the company / Depository Participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the continued co-operation and support extended by staff and Bankers.

For and on behalf of the Board of Directors
Raghava Estates & Properties Limited
Sd/-	Sd/-
Lingam Ravindra Rao	Lingam Tulasi Prasad
Managing Director	Whole Time Director
00465464	00186910
Place: Vijayawada
Date : 11.08.2017